When it comes to mergers and acquisitions (M&A), the excitement of signing a purchase agreement can sometimes overshadow the critical details buried in the exhibits. One of the most important, but often overlooked, parts of these agreements is the disclosure schedule. Disclosure schedules play a central role in protecting both buyers and sellers during a...
Corporate & Securities
Raising capital is an exciting milestone for any business, but it also comes with strict compliance requirements. Under Regulation D of the Securities Act, issuers must follow specific federal and state filing procedures to keep their offering legal and compliant. Missing these deadlines or requirements can lead to penalties or even loss of your exemption....
In today’s innovation-driven economy, intellectual property (IP) is often one of a company’s most valuable assets. Whether it’s software code, creative content, or inventions, these creations form the core of many businesses’ competitive advantage. But here’s the legal pitfall many founders and business owners miss: just because your company paid for something to be created...
Under the new administration with Chair Paul Atkins, investment adviser fees and undisclosed conflicts of interest are proving to be an area of priority. On June 2, 2025, the U.S. Securities and Exchange Commission (“SEC”) charged New Line Capital LLC (“New Line”), and its managing member, David A. Nagler (“Nagler”), for breaching its fiduciary duties...
President Trump’s Truth Social recently made headlines with the announcement of a new bitcoin-based ETF that will potentially trade on the NYSE Arca. The recent S-1 filing does more than push crypto-based funds into the spotlight; it highlights some key legal and operational challenges that even private fund managers investing in crypto projects should consider....
Jun182025
A Private Placement Memorandum (PPM) is a legal disclosure document provided to prospective investors when selling securities in a private company. Its purpose is to outline all material terms of an investment in the issuer, as well as disclose potential risks. While there is no standard form of PPM that companies are required to use,...
What happens if your business partner dies, gets divorced, or wants to walk away? If you own part of a company along with other partners, you need to understand and be prepared for a potential business divorce. That is what buy-sell provisions cover. These provisions outline the terms and conditions under which membership interests in...
With the development of artificial intelligence (AI) and advances in its capabilities, many are becoming overly dependent and falling victim to its pitfalls. While AI has become a normal part of our everyday lives and can make things easier, it is not bulletproof. Understanding the weaknesses of AI, especially when applied to legal documents, is...